Inflammatory pseudotumors have been recognized in many parts of the body. A case of a diffuse variant which involved the testis, the epididymis and the spermatic cord is described. The patient had enlarged left testis for several months. Clinically, the lesion mimicred cancer. Histologically, the lesion contained hyalinized fibrous tissue with spindle cells, plasma cells and lymphocytes. Gradual involvement of vascular channels by the cellular elements of inflammatory pseudotumor was observed. Results of immunohistochemical studies showed a myofibroblast differentiation in the majority of spindle cells: intense antibody staining for smooth muscle actin, muscle specific actin, and vimentin. The ultrastructural findings, intracytoplasmic filaments with dense bodies, were also consistent with the myofibroblastic nature of these cells. The histiocyte differentiation of spindle cells is questionable in our case, because only scattered histiocyte-like cells showed positivity with the KP-1 (CD-3) antibody.